Subordinated liabilities
Dec. 31, 2025
The movement in subordinated liabilities during the year was as follows:
Preference shares £m | Undated £m | Dated £m | Total £m | ||||
At 1 January 2024 | 466 | 144 | 9,643 | 10,253 | |||
Issued during the year1: | |||||||
4.375% Fixed Rate Reset Dated Subordinated Notes 2034 (€500 million) | – | – | 427 | 427 | |||
5.788% Fixed-to-Floating Rate Dated Subordinated Notes 2034 (A$250 million) | – | – | 128 | 128 | |||
Floating Rate Dated Subordinated Notes 2034 (A$500 million) | – | – | 257 | 257 | |||
– | – | 812 | 812 | ||||
Repurchases and redemptions during the year1: | |||||||
6.475% Non-cumulative Preference Shares callable 2024 (£186 million) | (47) | – | – | (47) | |||
4.5% Dated Subordinated Notes 2024 ($1,000 million) | – | – | (772) | (772) | |||
(47) | – | (772) | (819) | ||||
Foreign exchange movements | (1) | – | (24) | (25) | |||
Other movements (cash and non-cash)2 | (5) | 1 | (128) | (132) | |||
At 31 December 2024 | 413 | 145 | 9,531 | 10,089 | |||
Issued during the year1: | |||||||
4.00% Fixed Rate Reset Dated Subordinated Notes 2035 (€1,000 million) | – | – | 842 | 842 | |||
6.068% Fixed-to-Floating Rate Dated Subordinated Notes 2036 ($1,250 million) | – | – | 918 | 918 | |||
– | – | 1,760 | 1,760 | ||||
Repurchases and redemptions during the year1: | |||||||
4.50% Fixed Rate Step-up Subordinated Notes 2030 (€441 million) | – | – | (371) | (371) | |||
4.50% Fixed Rate Step-up Subordinated Notes 2030 (€309 million) | – | – | (260) | (260) | |||
7.625% Dated Subordinated Notes 2025 (£273 million) | – | – | (273) | (273) | |||
4.582% Fixed Rate Dated Subordinated Notes 2025 ($1,328 million) | – | – | (996) | (996) | |||
4.582% Fixed Rate Dated Subordinated Notes 2025 ($25.6 million) | – | – | (19) | (19) | |||
5.75% Undated Step-up Subordinated Notes callable 2025 (£9 million) | – | (9) | – | (9) | |||
– | (9) | (1,919) | (1,928) | ||||
Foreign exchange movements | (3) | – | (277) | (280) | |||
Other movements (cash and non-cash)2 | (3) | – | 256 | 253 | |||
At 31 December 2025 | 407 | 136 | 9,351 | 9,894 |
1Issuances in the year generated cash inflows of £1,757 million (2024: £812 million); the repurchases and redemptions resulted in cash outflows of £1,928 million (2024: £819 million).
2Other movements include hedge accounting movements and cash payments in respect of interest on subordinated liabilities in the year amounting to £618 million (2024: £622 million)
offset by the interest expense in respect of subordinated liabilities of £707 million (2024: £738 million).
Note 29: Subordinated liabilities continued
These securities will, in the event of the winding-up of the issuer, be subordinated to the claims of depositors and all other creditors of the
issuer, other than creditors whose claims rank equally with, or are junior to, the claims of the holders of the subordinated liabilities. The
subordination of specific subordinated liabilities is determined in respect of the issuer and any guarantors of that liability. The claims of
holders of preference shares and preferred securities are generally junior to those of the holders of undated subordinated liabilities, which in
turn are junior to the claims of holders of the dated subordinated liabilities.
Preference shares
The Company has in issue various classes of preference shares, with a nominal value of £74 million (296,227,449 shares), which are all
classified as liabilities under IFRS accounting standards and are shown below. This represents 0.50% of the total issued share capital
(59,181,971,051 shares) of the Group.
Number of shares | |||
2025 | 2024 | 2023 | |
6% Non-cumulative Redeemable Preference shares of GBP0.25 | 400 | 400 | 400 |
6.475% Non-cumulative Preference shares of GBP0.25 | – | – | 47,273,816 |
9.25% Non-cumulative Irredeemable Preference shares of GBP0.25 | 252,510,147 | 252,510,147 | 252,510,147 |
9.75% Non-cumulative Irredeemable Preference shares of GBP0.25 | 43,630,285 | 43,630,285 | 43,630,285 |
6.413% Non-cumulative Fixed/Floating Rate Callable Preference shares of USD0.25 | 48,990 | 48,990 | 48,990 |
6.657% Non-cumulative Fixed/Floating Rate Callable Preference shares of USD0.25 | 37,627 | 37,627 | 37,627 |
Total | 296,227,449 | 296,227,449 | 343,501,265 |
2025 | 2024 | 2023 | |||||||||
£m | % of share capital | £m | % of share capital | £m | % of share capital | ||||||
6% Non-cumulative Redeemable Preference shares of GBP0.25 | – | – | – | – | – | – | |||||
6.475% Non-cumulative Preference shares of GBP0.25 | – | – | – | – | 12 | 0.07 | |||||
9.25% Non-cumulative Irredeemable Preference shares of GBP0.25 | 63 | 0.43 | 63 | 0.42 | 63 | 0.40 | |||||
9.75% Non-cumulative Irredeemable Preference shares of GBP0.25 | 11 | 0.07 | 11 | 0.07 | 11 | 0.07 | |||||
6.413% Non-cumulative Fixed/Floating Rate Callable Preference shares of USD0.25 | – | – | – | – | – | – | |||||
6.657% Non-cumulative Fixed/Floating Rate Callable Preference shares of USD0.25 | – | – | – | – | – | – | |||||
Total | 74 | 0.50 | 74 | 0.49 | 86 | 0.54 | |||||
In any general meeting of the Company which is held as a physical general meeting, a resolution put to the vote of the meeting shall be
decided by a poll unless the chair of the meeting determines that such resolution shall be decided on a show of hands, although in certain
circumstances such decision may be overridden by a sufficient number of shareholders demanding a poll. At a general meeting of the
Company, every holder of shares (whether ordinary or preference shares) who is present in person or by proxy and entitled to vote, shall
have one vote per share in relation to the resolutions on which they are entitled, respectively, to vote, whether such vote is held on a poll or
a show of hands.
100% of preference shares have voting rights. The preference shares represent 0.50% of the total voting rights of the Company, the
remainder being represented by the ordinary shares.
The rights and obligations attaching to the preference shares are set out in:
i.the Company’s articles of association, a copy of which can be obtained from Companies House or from our website
(www.lloydsbankinggroup.com/who-we-are/group-overview/corporate-governance.html );
ii.in respect of the 6% Non-cumulative Redeemable Preference shares, in Companies House form 128(1) filed at Companies House on
12 January 2005, a copy of which is available from Companies House (www.companieshouse.gov.uk ); and
iii.in respect of the other classes of preference shares, in the prospectus dated 20 November 2008 and published on the
National Storage Mechanism on that date, a copy of which prospectus is available on the National Storage Mechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism ).
None of the preference shares have any multiple or unequal voting rights.
As at 31 December 2025, the free float percentage of all of the Company’s ordinary and preference listed shares in issue was over 99.99%,
by both number of shares and nominal value. The balance was comprised of the 400 unlisted 6% Non-cumulative Redeemable Preference
shares of GBP0.25 each referred to above (£100 in total).